Ganesh Benzopl. Director Discussions


Dear Members

Your directors have pleasure in presenting the 36th Annual Report of the Company together with the Consolidated and Standalone Audited Financial Statements of the Company for the year ended 31st March, 2023.

1. Financial Results

A summary of the Companys financial performance during the year ended on 31st March, 2023 compared to the previous financial year is summarized below:

Consolidated

Standalone

Particulars

2022-23 2021-22 2022-23 2021-22

Revenue from Operations

4,208.48 3,575.10 1,926.92 2,906.82
Other Income 82.88 30.75 109.57 27.70

Total Income

4,291.36 3,605.85 2,036.49 2,934.52

Profit Before tax and Exceptional items (EBITDA)

956.26 653.03 885.86 598.88
Exceptional items (3.25) (8.10) (3.22) (8.10)

Profit Before Tax

742.32 451.60 681.65 440.23
Less: Tax Expenses
Current Tax 206.94 124.06 191.72 121.65
Deferred Tax (15.41) 0.65 (19.43) (1.78)

Net Profit for the year after Tax

550.79 326.89 509.36 320.36
Total other comprehensive income for the year, net of tax (1.83) 0.12 (1.60) 0.12

Total Comprehensive Income for the year

548.96 327.01 507.77 320.48

2. Financial Performance Review Group Consolidated

On consolidated basis, the company performed well during the year, the total income of the company for FY 2022-23 was 4208.48 million as against 3575.10 million during the FY 2021-22, with an increase of 18% YOY. Correspondingly Net Profit after tax (PAT) on consolidated basis for FY 2022-23 amounted to

550.79 million as against 326.89 million during the FY 2021-22 with an increase of 68% YOY.

Company Standalone

On standalone basis, the total income for FY 2022-23 was 1926.92 million as against 2906.82 million in the previous FY 2021-22. The standalone income of the company was reduced due to the shifting of all the sale and purchase transactions of Chemical division of the Company to the wholly owned subsidiary GBL Chemical Limited, the holding company handles only the Job work transactions for the WOS company.

In pursuit of better management and focused operational control, we have transferred business of chemical division (without transfer of fixed assets) to our wholly owned subsidiary, GBL Chemical limited. This strategic move is in alignment with our long-term vision to streamline our operations, enhance decision-making agility, and maximize overall value for our shareholders. This is not having an impact on the financials of the Company on consolidated basis.

During the year, Standalone Profit after current tax for the year is 509.36 million as against 320.36 million for the previous year ended on 31st March, 2022 with an increase of 59% YOY.

The Networth of the Company on standalone basis is

3548.18 million for the financial year 2022-23 as compared to 2822.16 million for the financial year 2021-22. On consolidate basis the networth of company is 3616.57 for the financial year 2022-23 as compared to 2849.02 million for the financial year 2021-22.

3. Future Outlook

With the growing oil and chemicals demand in India and increase in the movement of oil, chemicals and petrochemicals, there is therefore a huge potential for the expansion of pipelines, transportation and infrastructure and the Company will get good business opportunities in the coming years also, both in the LST Segment and EPC business. The medium and long-term outlook for the company remains positive.

New Project and Expansion

The Company has been allotted an additional Land on lease for 25 years at Jawaharlal Nehru Port Trust (JNPT) in year 2022. The land, admeasuring 4.5 hectares (45,090 square meters), has been leased out to GBL from 2022 to 2047. The new and upcoming special chemical grade terminal at JNPT for 17,876 KL is under construction and being constructed to meet long term demands for storing and handling specialty chemicals such as Dilute Nitric Acid etc. This ensures higher realization on per KL basis, compared to current average by over 50%. The Company has pre sold 10,200 KL capacity, which represents more than 50% of our new and upcoming capacity at the JNPT terminal, through the long-term contracts, to its customers prior to its commencement.

4. Financial Statements

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2023 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time.

The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March, 2023. The Notes to the Financial Statements forms an integral part of this Report.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared as per the relevant Indian Accounting Standards (Ind AS) as issued by the Institute of Chartered Accountants of India and notified under Section 133 of the Companies Act, 2013 with the rules made thereunder. The said Consolidated Financial Statements form part of this Annual Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an integral part of this Report and is annexed as "Annexure-I" to the Directors Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiaries are available on the website of the Company at www.ganeshbenzoplast.com.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys website at www.ganeshbenzoplast.com.

5. Subsidiaries & Associates

Wholly-Owned Subsidiary Companies

As on 31st March, 2023 the Company has four wholly owned subsidiary Companies-

GBl Chemical Limited is wholly owned subsidiary and is in chemical business, the company handles all sale and purchase transactions of Chemical Business of Holding Company as per the arrangement approved in the 34th AGM of GBL.

GBL Infra Engg Services Private Limited, is wholly owned Subsidiary incorporated on 09th August, 2021 and is in EPC business, the company started its Business by getting its first order for the fabrication of 60 storage tanks.

GBL LPG Private Limited, the wholly owned subsidiary and commenced its business activities during the year, as procurement agency, mainly for holding company.

GBL Clean energy Private Limited is wholly owned Subsidiary incorporated on 11th August, 2021 and is to deal in clean energy fuels is yet to commence its production/business activities.

During the year, the Company incorporated a wholly owned subsidiary Infinity Confidence LPG Private Limited on 06th March, 2023 for the LPG business, the company is yet to commence the business.

During the year, no company has ceased to be a subsidiary of the company.

Subsidiary Company

The Company has a material Subsidiary namely M/s Infrastructure Logistic Systems Limited (formerly known as M/s Stolt Rail Logistic Systems Limited) and is engaged in business of Rail logistic and provides end to end bulk liquid storage and transportation facilities, and it has a business synergy with operations of GBL. GBL holds 86.52% stake in M/s Infrastructure Logistic Systems Limited (ILSL).

Associates

Bluebrahma Clean Energy Solutions Private Limited is the associate company of GBL with holding of 26% equity investment, through its WOS-GBL Clean Energy Private Limited.

There has been no change in the class and nature of the business of the Company, WOS and its Subsidiaries /associate Companies.

6. Dividend

With a view to conserve resources for the expansion of business, your directors have thought it prudent not to recommend dividend for the financial year under review.

7. State of Affairs

The Company is engaged in the Liquid Storage Business and Chemical Manufacturing. There has been no change in the business of the Company during the financial year ended 31st March, 2023.

8. Transfer to Reserve

For the Financial year 31st March, 2023, the Company had not transferred any sum to reserves. Therefore, your Company proposes to transfer the entire amount of profit to profit and loss accounts of the Company.

9. Public Deposits

The company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the year under review. As on 31st March 2023, there were no deposits lying unpaid or unclaimed.

10. Share Capital

As on 31st March, 2023, the authorised share capital of the Company is 400 million divided into 40,00,00,000 equity shares of 1/- each. During the year under review the paid-up Equity Share Capital of the Company increased to 65.18 million from 62.36 million.

11. Conversion of Warrants

The Company had issued 60,00,000 equity warrants convertible into equal number of equity share at a price of 103/- each on preferential basis to the person belongs to non-promoter group on 17th March, 2022. During the year, the Company allotted 28,25,000 Equity Shares of the face value of Re. 1/- each at an issue price of 103/- (including a premium of

102/- per share), fully paid upon exercising the option available with the 23 warrant holders to convert 28,25,000 warrants held by them. Accordingly, the Companys paid- up Equity Share Capital as on 31st March, 2023 stood enhanced to 65.18 million.

12. Listing Of Companys Securities

The Companys Equity Shares are listed with the Bombay Stock Exchange (BSE Limited) and National Stock Exchange of India Limited (NSE) and the stipulated Listing Fees for the financial year 2023-24 have been paid to both the Stock Exchanges. As on 31st March, 2023, the Company is included among the top 1000 listed companies based on the market capitalisation.

13. Particulars of Loans, Guarantees or Investments

During the Financial Year 2022-23, the Company has provided a Loan to Sagar Industries and Distilleries Private Limited, wholly owned subsidiary of its associate company Bluebrahma Clean Energy Solutions Private Limited, vide approval of members in the 35th AGM. The company has also provided Loan to GBL LPG Private Limited and GBL Infra Engineering Services Private Limited, wholly owned Subsiadries, apart from this the company not given any loans or provided guarantees as defined under section 185 and 186 of the Companies Act, 2013. Details of Loans, guarantees or investments are given in notes to financial statement forming part of annual report.

14. Internal Financial Control and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements, in the opinion of the Board of Directors. The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

15. Particulars of Contracts or Arrangements with Related Parties

The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arms length basis. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations as well as the Related Party Transaction policy of the Company.

During the FY 2022-23, the Company did not enter into any material related party transactions. Accordingly, disclosure with respect to the same in the Form

AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. The transactions entered by the Company during the financial year under review were in conformity with the Companys Policy on Related Party Transactions and All related party transactions entered during the year under review are mentioned in the notes to the accounts.

The Policy on Related Party Transactions as approved by the Board of Directors has been posted on the Companys website at www.ganeshbenzoplast.com

16. Disclosures related to Policies

Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013.

The appointment/re-appointment/removal and term/ tenure of Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval and the same shall be in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and as per the SEBI (LODR) Regulations, 2015.

The Nomination & Remuneration Policy is also available on Companys website www.ganeshbenzoplast.com.

Risk Management Policy

As per Regulation 21 of the SEBI Listing Regulations, the top 1000 listed entities, determined on the basis of market capitalization has to constitute a Risk Management Committee. As on 31st March, 2023, the company included among the 1000 listed companies and constituted risk management committee on which is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Company has adopted a Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.

The key business risks faced by the Company and the various mitigation measures taken by the Company are detailed in Management Discussion and Analysis section.

Corporate Socal Responsibility Policy

In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted Corporate Social Responsibility (CSR) Committee. The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. The Companys CSR Policy is placed on the website of the Company www.ganeshbenzoplast.com.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ‘Whistle Blower Policy for Directors and Employees of the Company to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct. The policy provides a mechanism, which ensures adequate safeguards to Employees and Directors from any victimization on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy is hosted on the Companys website www.ganeshbenzoplast.com.

Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1)(c) of the Listing Regulations, the Company has adopted a Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The Policy is hosted on the Companys website www.ganeshbenzoplast.com.

Dividend Distribution Policy

Pursuant to the provisions of Regulation 43A of the Listing Regulations, top 1000 listed Companies based on the market capitalisation has to formulate a Dividend distribution Policy, which has to be disclosed on the website of the Company. As on 31st March, 2023, the company included among the 1000 listed companies, a dividend distribution policy was formulated and approved by the Board of Directors. The policy hosted on the Companys website www.ganeshbenzoplast.com.

17. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Corporate Governance along with the certificate from the auditors of the Company certifying compliance of the conditions of the Corporate Governance, which form an integral part of this report, are set out in separate annexure to this report.

18. Management Discussion & Analysis Report

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement), Management Discussion and Analysis Report for the year under review is presented in a separate segment which is forming part of the Annual Report.

19. Business Responsibility & Sustainability Report

SEBI, vide its circular dated 10th May, 2021, made BRSR mandatory for the top 1,000 listed companies (by market capitalization) from fiscal year 2023. As on 31st March, 2023, the Company included among top 1000 listed companies and thus as per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is attached and is a part of this Annual Report and set out as Annexure to this report and is also available on Companys website at www.ganeshbenzoplast.com.

20. Directors and Key Managerial Personnel

Change in Directors

During the year, Mr. Sanjay Bhagia (DIN: 00832658) resigned as an Independent Director of the Company w.e.f. 30th August, 2022. The Board places on record appreciation for his valuable contribution to the growth of the Company during his tenure of as an Independent Director.

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Rishi Ramesh Pilani (DIN 00901627), Managing Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, Brief profile of Mr. Rishi Ramesh Pilani has been given in the Notice convening the Annual General Meeting.

Pursuant to Regulation 17(1) of the SEBI (LODR) Regulations 2015 and in accordance with Section 149(4) of the Act, on recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 30th August, 2022 have appointed Dr. John Joseph (DIN 08641139) as an Additional Director of the Company (in the capacity of Independent Director) and who was appointed as a Non-executive Independent Director for a period of five consecutive years, by the members in 35th AGM.

The Board has also appointed following Additional Directors:

a) Mr. Girdhari Lal Kundalwal (DIN 10124589) has been appointed as Additional Director, to hold the Office of Non-Executive Independent Director of the Company for the period from 21st April, 2023 to 20th April, 2028.

b) Mr. Shyam Tarachand Nihate (DIN 10099782), as Additional Director, to hold the Office of Executive Director - Terminal Operations for the period from 21st April, 2023 to 20th April, 2028.

As per the provisions of the Act, any person appointed as an Additional Director holds office upto the date of Annual General Meeting. Further, as per regulation 17(1C) of the SEBI Listing Regulations, the listed company shall ensure that approval of shareholders for appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Accordingly, approval of the Members is being sought for the appointment of Mr. Girdhari Lal Kundalwal as an Independent Director and Mr. Shyam Tarachand Nihate, as Executive Director of the Company for a term of five consecutive years commencing from 21st April, 2023 up to 20th April, 2028, by way of Postal Ballot.

APPOINTMENT OF MR. GIRDHARI LAL KUNDALWAL TO THE BOARD OF DIRECTORS

Your directors are pleased to announce the appointment of Mr. Girdhari Lal Kundalwal to the Board of Directors of the Company. Mr. Kundalwal is MBA, CAIIB and LLB by qualification and is retried Deputy General Manager from Union Bank of India. He is a versatile Banker with over 38 years of experience managing Business and Human resource development across numerous verticals in metropolises and State Capitals. He has a very rich experience in Corporate Finance, Project finance, Business Communication Law and Practices, risk Management and Credit Management. Considering his experience and background in the finance and Banking field, your directors are confident that Mr. Kundalwal will be a significant asset to the Company and its management in the years to come.

Key Managerial Personnel

In accordance with Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force), the following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:

Name of the KMP

Designation
Mr. Rishi Ramesh Pilani Chairman &
(DIN 00901627) Managing Director
Mr. Ramesh Shankarmal Pilani Chief Financial Officer

Mr. Ramakant Shankarmal Pilani

Chief Executive Officer
Mrs. Ekta Dhanda Company Secretary

21. Independent Directors Declaration & Meeting

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

As required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the hold at least 1 (one) meeting in a year, without the presence of Non-Independent Directors. The Independent Directors met once, i.e, on Tuesday, 7th February, 2023. The Meeting was conducted without the presence of the Chairman, Executive Directors and any other Managerial Personnel.

The Independent Directors, inter-alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairman of the Company, and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to perform its duties effectively and reasonably.

22. Formal Annual Evaluation

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board meetings, information and functioning etc. The performance of the committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors including Independent Directors, on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings and inputs in meetings, etc.

23. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023; the Board of Directors hereby confirms that:

a. in the preparation of annual financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for that year;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts of the Company on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. Committees & Meetings of the Board

During the year under review, five (5) Board meetings were held on 28th May, 2022, 4th August, 2022, 30th August, 2022, 3rd November, 2022 and 7th February, 2023. The details of number of meetings of the Board held during the year along with attendance are given in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Committees of the Board

As on 31st March, 2023 the Company has following mandatory Committees, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report. Apart from the mandatory committees, the company also have an allotment committee of the Board.

25. Auditors and Auditors Report

Statutory Auditor & Auditors Report

M/s. Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W), were appointed as statutory auditors of the Company in the annual general meeting of the company held on 27th September, 2021, for a first term of 5 years, commencing from the conclusion of 34th AGM till the conclusion of the 39th AGM.

The Auditors Report for the financial year ended 31st March, 2023 is unmodified, i.e, it does not contain any qualification, reservation, adverse remark or disclaimer. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

Secretarial Audit & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. VKM & Associates, a Practicing Company Secretary (Certificate of Practice no. 4279), as Secretarial Auditor to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023. The Secretarial Audit Report for the financial year ended 31st March 2023 is annexed as "Annexure-II" to the Directors Report.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and do not call for any further explanation or comments from the Board.

Secretarial Audit of Material unlisted Indian Subsidiary

As per Regulation 24A of SEBI LODR, the Secretarial Audit of the material subsidiary M/s Infrastructure Logistic Systems Limited has been conducted for the financial year 2022-23 by M/s. Vinesh K Shah & Associates, Practicing Company Secretary (Certificate of Practice no. 7000).

The Secretarial Audit Report of material subsidiary for the financial year ended 31st March, 2023, contain no qualification, reservation or adverse remark and do not call for any further explanation or comments from the Board, and is annexed herewith and marked as "Annexure II A" to this Report.

Cost Auditor & Cost Audit Report

As per the requirements of the Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained relating to Chemical Division every year.

The Board had, on the recommendations of Audit Committee re-appointed M/s. S K Agarwal, Cost Accountants, (Firm Registration No. 100322) as Cost Auditors of the Company for the financial year 2023-24 at a fee of 1,50,000/- (Rupees One Lac Fifty Thousand Only) plus applicable taxes & reimbursement of out-of-pocket expenses subject to the ratification of the said fees by the shareholders at the ensuing Annual General Meeting. Accordingly, a resolution seeking shareholders ratification for the remuneration payable to M/s. S K Agarwal, Cost Accountants, is included in the Notice convening the Annual General Meeting.

The Cost Accountants have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013.

The Cost audit report for the financial year 31st March 2022 did not contain any qualification, reservation and adverse remark. The Cost audit report for financial year 2022-23 would be filled with the Central Government within prescribed timelines.

Internal Audit and Control

The Company has robust internal audit system for assessment of audit findings and its mitigation. The Internal Audit function covers all the stores, inventory audit, stock takes, audit for project related accounts, corporate accounts etc. The Companys internal controls are commensurate with the size and operations of the business.

M/s V K Baheti & Co. Chartered Accountants was appointed as an Internal Auditor of the Company by the Board at its meeting held on 28th May, 2022 for conducting the internal audit for financial year 2022 23. The Internal Auditor directly reports to the Audit Committee for functional matters. The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Companys internal controls are commensurate with the size and operations of the business.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2022-2023 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Vijay Kumar Mishra (FCS 5023) Partner of M/s. VKM & Associates, Practising Company Secretaries have been submitted to the Stock Exchanges within 60 days of the end of the Financial Year 2022-23.

26. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

27. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 as on 31st March, 2023 has been placed on the Companys website www.ganeshbenzoplast.com.

28. Reporting of Frauds by Auditors

During the year under review, neither the Statutory auditors nor Secretarial auditor nor Cost auditor have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees.

29. Corporate Social Responsibility (CSR)

For the Financial year 2022-2023, the Company was required to spend 8.56 million (around 2% of the average net profits of the preceding three financial years) on CSR activities. The Company has spent 8.62 million during the year on CSR activities and the brief outline of the Companys CSR initiatives undertaken during the year under review is disclosed in "Annexure III" in the format as prescribed in the Companies (Corporate Social Responsibility Policy)Rules, 2014.

30. Energy Conservation, Technology Absorption, Foreign

Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) are provided in the "Annexure IV" to this Report.

31. Particulars of Employees and Related Disclosures

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure V".

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company

32. Credit Rating

Your company has rated by Infomerics Valuation and Rating Pvt. Ltd. as on 31st March, 2023- the Rating on Long Term Bank Facility – Fund Based, is "IVR BBB/ Stable Outlook" and rating on Long Term/Short Term – Non-Fund Based, "IVR BBB/Stable Outlook / IVR A3+".

The Company was not identified as a "Large Corporate" for financial year 2022-23 as per the criteria under SEBI Circular No. SEBI/ HO/DDHS/CIR/P/2018/144 dated 26th November, 2018.

33. Insurance

The properties and insurable interest of your company like Building, Plant and Machinery, Inventories etc. are properly insured.

Directors & Officers Liability (D & O) policy covers the Directors and Officers of the Company including its WOSs/Subsidiary against the risk of third-party claims arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

34. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year under review.

35. Legal Cases

The company had filed civil, criminal and arbitration cases against various parties for recovery of dues. As per the legal opinion and management perception, the company will recover the substantial amount from the parties (including ONGC/BPCL). Some of the parties and suppliers have also filled cases against the company as briefed in contingent liabilities & legal cases note no. 47.

36. Award & Recognition

We are pleased to announce that the Company awarded for highest Liquid Cargo Handling (Non-PSU) at JNPT during the year 2022-23. This is nineth consecutive year that the company handled highest Liquid Cargo at JNPT under Non-PSU sector.

During the year 2022-23, the Company is also awarded for second highest Cargo Handling (Non-PSU) at Cochin terminal by the Cochin Port trust.

37. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

1. No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year

(FY 2022-23) of the Company to which the Financial Statements relate and the date of this report.

2. No orders have been passed by any Regulator or Court or Tribunal which can have significant impact on the going concern status and the Companys operations in future;

3. During the year under review, the Company has not bought back any of its securities/ not issued any sweat equity shares / not provided any Stock Option Scheme to its employees / not issued any equity shares with differential rights;

4. There is no revision of the financial statements pertaining to previous financial periods during the financial year under review;

5. There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code);

6. There was no instance of one-time settlement with any Bank or Financial Institution during the financial year under review.

38. Acknowledgements and Appreciations

Your directors take this opportunity to place on record their appreciation for the valuable contributions and committed by employees and officers at all levels, in the progress of the company.

Your Board also places on record its sincere appreciation for the continued support received from the Port authorities, other Government authorities, banks, Customers, business associates and members during the year under review.

For and on Behalf of the Board of Directors

Ganesh Benzoplast Limited

Rishi Ramesh Pilani

Chairman & Managing Director

(DIN 00901627)

Mumbai, 25th May, 2023